Newcastle 2019 Governance Decision Making - 2 proposals

Seems like a good question to ask, what needs to be agreed and what can be done anyway, in "do-ocracy" fashion? The answer may not be hard to guess -- something like, if it doesn't involve other people's money, or shared public-facing material, go ahead and do it -- but it would be good to make whatever it is explicit.

My understanding is that while technically larger coops have more voting potential, if they choose to take it up, nevertheless the essence of our decision-making process will be consent-oriented (i.e. unanimous approval not necessary) consensus. Voting will be principally for ratification, and maybe the occasional picking up of something that hasn't been consulted on as well or as widely as needed for building a good enough proposal. Do I have roughly the same idea as others on this point?

Thank you for taking part in the discussion. I share the sentiment expressed by Simon. People should be able to proceed with their initiatives unless these involve aspects mentioned by Simon. Perhaps worth listing what qualifies for voting and what does not require it and reflecting it in the constitution at the coming gathering if these proposals pass?

We thought that giving individual members right to vote will stimulate more discussions in the co-op but also in the network. We also considered capping total voting share for the biggest co-ops (e.g. one co-op cannot have more than %% per proposal) but it did not seem like something we need to worry about right now.

Fund has been effectively integrated into the proposal. Spending from fund would follow the same decision-making process as other proposals. The pilot fund should end in February 2020 so if these proposals pass, it will adapt to reflect the situation by the 28th of February.

In a few discussions in Newcastle I mentioned to people that Radical Routes has two types of members, member co-ops and associate members, I think we might need to implement something like this if we don't want to find ourselves in a position of having to expel some of the 41 co-ops that are currently members of CoTech.

This would certainly be a topic at the coming gathering and indeed something like full members and associate members division seem appropriate.

Expel? Why would we need to expel?

@Shaun Fensom currently there is no fee to join CoTech, the proposal above is that voting members of CoTech would have to pay a fee, my concern is what would happen to existing members who don't pay this fee? Would they simply become non-voting members or would they cease to become members (in effect, be expelled) or something else?

Yes. I see. A minimum contribution of £52 per year for a coop to be a member with a vote doesn’t seem very onerous. But looking at it this way invites the (possibly mischievous) interpretation that it is possible to buy votes. There’s a slight grating noise here as two different membership models (individuals or coops as members) rub in this (arguably hybrid) idea.

@Chris Croome (Webarchitects Co-operative) I am sure we will reach a sensible agreement on restructuring membership (e.g. into two types) if the need arises, happy to be involved in the process.

@Shaun Fensom throughout the first day in Newcastle we weighted approaches and this hybrid model seemed worth trying. We opted for offering members of particular co-ops direct input into the decision making process at CoTech, curious whether this could make internal conversations at co-ops more lively (rather than relying on ~1 person from each co-op as it often is). Importantly, this is paired with providing clearer benefits to joining CoTech developed by Bizdev/Membership team in Newcastle, now available on Join page. Building up resources would enable us to potentially hire a coordinator, the idea also discussed at the gathering.

Regarding 'buying votes', as mentioned in my the reply to @Chris Lowis (Go Free Range) we would aim to cap voting share so that no co-op can overpower others... Now wanting to get the minimal framework through so we can see how it works in the wild!

Thanks @Animorph Co-op and sorry to have missed the discussion. It is only a slight grating noise and I appreciate the practical aim in the approach. @Chris Croome (Webarchitects Co-operative) ’s associate member status would smooth the edges a bit.

The use of associates, particularly in consortium co-ops, is common and well understood. It provides a way to engage with a supporter class who may be less likely to engage with the governance anyway. It is also often used as a route to membership - become an associate while you test the water. Think of it as members being in in low orbit and close to the action, whereas associates are in a higher orbit with the option to move into low orbit.

Shares in a co-operative typically do not confer additional voting rights - it's one member one vote irrespective of shareholding. You don't even have to have shares of course (depending on your legal form).

If we have the number of shares / membership tied to the number of FTE workers or the number of employees (or however we agree to count worker member numbers) in a co-op then I'd suggest that we should consider not having block voting (where a co-op with 8 workers can have one member casting 8 votes) — one vote per worker member of a CoTech member co-op seems to me like it might work...

Co-operatives UK has a weighted voting system at General Meeting relating to the no. of members of the member co-op. Not a direct relationship. The votes are cast as a block.

I'd maybe suggest that you differentiate between

1. decisions that would normally be made at a general meeting (fiddling with the DNA or core mission of the co-op) - this needs to be defined in the governing document and may be constrained by law (eg %age required to pass a proposal)

2. decisions of directors - where there is generally a duty to work towards consensus and whilst you can skew the makeup of the Board, you cannot skew the voting weight; and

3. other more operational and less mission critical stuff, where you can do pretty much what you want, including delegating decisions to sub-groups
   
   

   In the case of no.2, if you have no separate Board of Directors and operate as a collective, you may still need to decide whether a meeting/decision is a general meeting or a directors meeting - you have different duties in law as a member or as a director - ie as a member you can vote in your own interest, whereas as a Director you have a legal duty to vote in the best interest of the co-operative (in this case CoTech).
   
   It's complicated and my experience is that groups in this situation tend to create complicated over-engineered solutions to problems that never manifest.

But, just to be clear @Mark Simmonds (Co-op Culture & Platform 6) and @Chris Croome (Webarchitects Co-operative) - I don't think anyone is suggesting linking the number of votes to the shareholding (which, after all is how capitalist companies work), but rather to the number of subscriptions paid. The fact that these subscriptions are then tied to individual worker members brings us back to solid co-op ground. I assumed that meant these votes would not be cast as a block.

I note that there is a slight danger of us coops disappearing down the same old ‘never-mind-the-content, what about the structure?’ rabbit-hole that we like so much. Apologies to @Animorph Co-op (who just want to get on with it) for my contribution to this. But hey, it's an interesting discussion....

Not a formal CoTech member, but happy to advise on governance issues as a coop development worker.

I agree, but I think it should be "at least £1 a week", i.e. ideally more. Especially given this is going to in effect be the fund.

And even though I know it would/ will be reviewed anyway, I also think that we should agree a time frame within which it definitely will be reviewed (say, after 6 months - 1 year) just in case the potential risk of larger co-ops dominating does become an issue (I agree lack of engagement is more likely problem).

I think I'd quite like the idea of capping total number of votes if that does become a problem to be formally part of the proposal too, just in case.

I'm not sure how best to engage with this - but we (Go Free Range) are definitely in favour of light-weight decision making via the monthly call, or loomio votes when necessary for changes to the constitution. We're also keen on the idea of everyone contributing what they can to the fund as a way of giving CoTech the ability to make more things happen. The idea of "associate members" seems like a good reflection of what is currently happening in practice.

It's a little bit hard to vote on the proposals as they stand, because it's not quite clear what happens to members who decide not to contribute, and also under what circumstances votes occur in proposal two.

My reading - for what it's worth - is that no-one wants to see any co-op that is a current member of CoTech removed from membership because they are not making a financial contribution. Hence we end up with a de facto two-tier membership, with decision-makers being those individuals within co-ops that are making a financial contribution, and non-decision-makers being everyone else. I don't see an issue with this, on the assumption that any individual who is working in a CoTech member org can choose at any time to make a financial contribution and by so doing participate in the decision-making processes.

What I'm not clear on is whether that financial contribution can be made directly by the individual/s without the express consent of their co-op, and whether that's an issue or not.

I'm also of the view that as CoTech matures and begins doing more interesting things collectively and has more resource with which to do those things, then more member co-ops will choose to participate financially.

@Chris Lowis (Go Free Range) What has been emerging in this conversation could indicate the direction of our further work at the coming gathering that is workshopping the two-tier membership, one of them not requiring financial participation.
When we put the proposal together we hoped to start simple, discover potential challenges (such as large financially contributing co-ops having potentially too much voting power) and iterate further to address them.

Proposal two covers all the decisions, the monthly call never had sufficient quorum to vote anything through. Hence we proposed to use the call as a workshopping platform for honing the proposals before they are put forward.

@Graham We assumed the co-ops will contribute on behalf of their members.

Thank you for your contributions!

Ditto to Graham's observation

Just regarding the definitions of words:

I've recently been asked to become an "associate" of an organisation. Not defined, but it means I can be involved, but NOT be a member - and not vote. I thought that seemed fine, and simple to understand (to me Associate Member sounded maybe self-contradictory).

With CoTech - from a certain point, those currently involved could be granted membership? After which would be offered either:

• "Associate"

• &/OR - leading towards "Membership"

  ?

FWIW :) JC

As it happens what @Jonathan Cook writes is just about what we do in Cetis LLP. Associates take part in any conversations that they wish to, except for formal decision-making. But we do have a written agreement for associates, spelling out the expectations we have.

Would it be possible to share your associate agreement, just trying to remodel slightly our approach on this? Annie

Sure... Send me an email - asimong at the usual gmail

@Chris Lowis (Go Free Range) @Animorph Co-op would it be simpler to adopt something like: https://help.loomio.org/en/guides/consent_process/ since this is already written with Loomio in mind and fits with many coops practice of consent

@Pete Burden have you seen this?